<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
REPUBLIC BANCSHARES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
_______________________________________________
TO THE STOCKHOLDERS
OF REPUBLIC BANCSHARES, INC.:
You are cordially invited to attend the Annual Meeting of Stockholders
of Republic Bancshares, Inc. (the "Company"). The Annual Meeting will be held
at The Heritage Hotel, 234 Third Avenue North, St. Petersburg, Florida 33701,
on April 22, 1997. A continental breakfast will be served at 8:30 a.m., local
time, and official business will be conducted starting at 9:00 a.m.
At the 1997 Annual Meeting, you will be asked to consider and vote
upon (i) the election of six directors to serve until the 1998 Annual Meeting
of Stockholders, (ii) the ratification of Arthur Andersen, LLP, as the
independent public accountants for the Company and its wholly owned subsidiary,
Republic Bank, for the fiscal year ending December 31, 1997, (iii) such other
business as may properly come before the 1997 Annual Meeting or any adjournment
thereof.
ON BEHALF OF THE BOARD OF DIRECTORS, WE URGE YOU TO SIGN, DATE, AND
RETURN THE ENCLOSED PROXY CARD AS SOON AS POSSIBLE, EVEN IF YOU CURRENTLY PLAN
TO ATTEND THE 1997 ANNUAL MEETING. Your vote is important, regardless of the
number of shares you own. This will not prevent you from voting in person but
will ensure that your vote is counted if you are unable to attend the 1997
Annual Meeting.
If you have any questions about the enclosed Proxy Statement or the
Company's Annual Report on Form 10-K for its fiscal year ended December 31,
1996, please let us hear from you.
Sincerely,
/s/ John W. Sapanski
--------------------------------
John W. Sapanski
President
1
<PAGE> 3
REPUBLIC BANCSHARES, INC.
111 SECOND AVENUE, N.E.
ST. PETERSBURG, FL 33701
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 22, 1997
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
Republic Bancshares, Inc. (the "Company") will be held at The Heritage Hotel,
234 Third Avenue North, St. Petersburg, Florida 33701, on April 22, 1997, at
9:00 a.m., local time, (the "1997 Annual Meeting"), for the following purposes:
1. ELECT DIRECTORS. To consider and vote upon the election of
six directors to serve until the 1998 Annual Meeting of Stockholders and until
their successors are duly elected and qualified;
2. RATIFY APPOINTMENT OF ACCOUNTANTS. To consider and vote upon
a proposal to ratify the appointment of Arthur Andersen, LLP, as independent
public accountants for the Company and its wholly-owned subsidiary Republic
Bank (the "Bank") for the fiscal year ending December 31, 1997;
3. OTHER BUSINESS. To transact such other business as may
properly come before the 1997 Annual Meeting or any adjournment thereof.
Only stockholders of record of the Company at the close of business on
March 18, 1997, are entitled to receive notice of and vote at the meeting or
any adjournment thereof. All stockholders, whether or not they expect to
attend the 1997 Annual Meeting in person, are requested to complete, date,
sign, and return the enclosed form of Proxy in the accompanying envelope. The
Proxy may be revoked by the person who executed it by filing with the Secretary
of the Company an instrument of revocation or a duly executed Proxy bearing a
later date, or by voting in person at the 1997 Annual Meeting.
By Order of the Board of Directors
Christopher M. Hunter
Secretary
March 27, 1997
PLEASE COMPLETE, DATE, AND SIGN THE ENCLOSED PROXY AND RETURN IT
PROMPTLY TO THE COMPANY IN THE ENVELOPE PROVIDED, WHETHER OR NOT YOU PLAN TO
ATTEND THE 1997 ANNUAL MEETING. IF YOU ATTEND THE 1997 ANNUAL MEETING, YOU MAY
VOTE YOUR SHARES IN PERSON IF YOU WISH, EVEN IF YOU PREVIOUSLY HAVE RETURNED
YOUR PROXY.
2
<PAGE> 4
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS OF
REPUBLIC BANCSHARES, INC.
TO BE HELD ON APRIL 22, 1997
INTRODUCTION
GENERAL
This Proxy Statement is being furnished to the stockholders of
Republic Bancshares, Inc., a corporation chartered under the laws of the State
of Florida (the "Company"), in connection with the solicitation of Proxies by
the Board of Directors of the Company from holders of the outstanding shares of
the $2.00 par value common stock of the Company and $20.00 par value
noncumulative convertible perpetual preferred stock for use at the Annual
Meeting of Stockholders of the Company to be held on April 22, 1997 or any
adjournment thereof (the "1997 Annual Meeting"). The 1997 Annual Meeting is
being held to consider and vote upon (i) the election of six directors to serve
until the 1998 Annual Meeting of Stockholders and until their successors are
duly elected and qualified, (ii) the ratification of the appointment of Arthur
Andersen, LLP, as independent public accountants for the Company and its
wholly-owned subsidiary Republic Bank (the "Bank") for the fiscal year ending
December 31, 1997, and (iii) such other business as may come properly before
the 1997 Annual Meeting. The Board of Directors of the Company knows of no
business that will be presented for consideration at the 1997 Annual Meeting
other than the matters described in this Proxy Statement.
The principal executive offices of the Company are located at 111
Second Avenue, N.E., St. Petersburg, FL 33701. The telephone number of the
Company at such offices is (813) 823-7300.
This Proxy Statement is dated March 27, 1997, and is first being
mailed to the stockholders of the Company on or about March 31, 1997.
RECORD DATE, SOLICITATION, AND REVOCABILITY OF PROXIES
The Board of Directors of the Company has fixed the close of business
on March 18, 1997, as the record date for the determination of the Company
stockholders entitled to receive notice of and vote at the 1997 Annual Meeting.
At the close of business on such date, there were 4,183,507 shares of $2.00
par value common stock ("Common Stock") issued and outstanding and held by
approximately 1,070 stockholders of record. Also at the close of business on
such date there were 75,000 shares of $20.00 par value noncumulative
convertible perpetual preferred stock ("Preferred Stock") issued and
outstanding and held by seven stockholders of record. For information with
respect to stockholders who owned more than 5% of the outstanding Common Stock,
as well as the ownership of Common and Preferred Stock by the directors and
executive officers of the Company on December 31, 1996, see "Principal
Stockholders" and "Security Ownership of Management". Holders of Common Stock
are entitled to one vote on each matter
3
<PAGE> 5
considered and voted upon at the 1997 Annual Meeting for each share of
the Common Stock held of record at the close of business March 18, 1997.
Holders of Preferred Stock are entitled to ten votes on each matter considered
and voted upon at the 1997 Annual Meeting for each share of Preferred Stock
held of record at the close of business March 18, 1997, and will vote with the
holders of Common Stock on all matters to be voted on at the 1997 Annual
Meeting. Shares of the Common and Preferred Stock represented by a properly
executed Proxy, if such Proxy is received in time and not revoked, will be
voted at the 1997 Annual Meeting in accordance with the instructions indicated
in such Proxy.
In determining whether a quorum exists at the 1997 Annual Meeting for
purposes of all matters to be voted on, all votes "for" or "against", as well
as all abstentions (including those to withhold authority to vote in certain
cases), with respect to the proposal receiving the most such votes will be
counted. The number of votes required for all matters to be considered and
voted upon by the stockholders at the Annual Meeting is a majority of the
shares of stock, represented and entitled to vote at the 1997 Annual Meeting,
at which a quorum is present. Consequently, with respect to such proposals,
abstentions will be counted as part of the base number of votes to be used in
determining if a quorum is present at the meeting and the proposal has received
the requisite number of base votes for approval. Thus, an abstention will have
the same effect as a vote "against" such proposal. Conversely, broker
non-votes will not be counted for purposes of determining whether a quorum is
present and will have no effect on the vote with respect to such proposals.
A stockholder who has given a Proxy may revoke it at any time prior to
its exercise at the 1997 Annual Meeting by either (i) giving written notice of
revocation to the Secretary of the Company, (ii) properly submitting to the
Company a duly executed Proxy bearing a later date, or (iii) voting in person
at the 1997 Annual Meeting. All written notices of revocation or other
communications with respect to revocation of Proxies should be addressed as
follows: Republic Bancshares, Inc., 111 Second Avenue, N.E., St. Petersburg,
Florida 33701, Attention: Christopher M. Hunter, Secretary.
THE COMPANY'S 1996 ANNUAL REPORT ON FORM 10-K FOR ITS FISCAL YEAR
ENDED DECEMBER 31, 1996, INCLUDING CONSOLIDATED FINANCIAL STATEMENTS, HAS BEEN
MAILED TO STOCKHOLDERS. COPIES WILL BE PROVIDED WITHOUT CHARGE ON THE WRITTEN
REQUEST OF ANY PERSON SOLICITED. SUCH REQUEST SHOULD BE ADDRESSED AS FOLLOWS:
REPUBLIC BANCSHARES, INC., 111 SECOND AVENUE, N.E., ST. PETERSBURG, FLORIDA
33701, ATTENTION: CHRISTOPHER M. HUNTER, SECRETARY.
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<PAGE> 6
PROPOSAL ONE
ELECTION OF DIRECTORS
GENERAL
The 1997 Annual Meeting is being held, in part, to elect six directors
of the Company to serve one-year terms of office. As stated above, the By-laws
of the Company currently provide that the Board of Directors will consist of
not less than five and not more than twenty-five directors, without any
division of the Board into classes. The Board of Directors currently has
established the number of directors at six.
All shares represented by valid Proxies received pursuant to this
solicitation, and not revoked before they are exercised, will be voted in the
manner specified therein. In the event that any nominee is unable to serve
(which is not anticipated), the persons designated as Proxies will cast votes
for the remaining nominees and for such other persons as they may select.
The affirmative vote of the holders of a majority of the shares of
stock represented and entitled to vote at the 1997 Annual Meeting, at which a
quorum is present, is required for the election of the nominees listed below to
serve as directors.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR ELECTION OF
THE SIX NOMINEES LISTED BELOW TO SERVE AS DIRECTORS.
The following table sets forth the name and age of each nominee; a
description of his or her positions and offices with the Bank and the Company
(other than as director), if any; a brief description of his or her principal
occupation and business experience during at least the last five years; certain
other directorships; and the number of shares of the Common Stock beneficially
owned at December 31, 1996, including shares which that person has a right to
acquire beneficial ownership for within 60 days of that date. All of the
nominees became directors of the Company when it was organized in November,
1996. The directors of the Company also serve as directors for the Bank. No
director of the Company will be continuing in office after the 1997 Annual
Meeting, but for reelection. For information concerning membership on
committees of the Board of Directors, see "Proposal One -- Election of
Directors -- Information about the Board of Directors and its Committees".
<TABLE>
<CAPTION>
NAME, AGE, AND YEAR PRINCIPAL OCCUPATION SHARES OF THE BANK COMMON
FIRST ELECTED A DIRECTOR DURING PAST FIVE YEARS STOCK BENEFICIALLY OWNED
------------------------ ---------------------- --------------------------
<S> <C> <C>
Fred Hemmer, 42 Chief Lending Officer and 16,305 (less than 1%)
Elected to Board: 1986 Senior Executive Vice
President in charge of
Corporate Banking and Special
Assets of the Bank since 1991;
Executive Vice President of
Rutenberg Corporation,
Clearwater, Florida, from 1980
to 1991.
</TABLE>
5
<PAGE> 7
<TABLE>
<CAPTION>
NAME, AGE, AND YEAR PRINCIPAL OCCUPATION SHARES OF THE BANK COMMON
FIRST ELECTED A DIRECTOR DURING PAST FIVE YEARS STOCK BENEFICIALLY OWNED
------------------------ ---------------------- --------------------------
<S> <C> <C>
William R. Hough, 69 President of William R. Hough 2,318,106 (43.2%)
Elected to Board: 1993 & Co., St. Petersburg,
Florida, an investment banking
firm specializing in state,
county, and municipal bonds,
since 1962; President of WRH
Mortgage, Inc. ("WRH
Mortgage"), St. Petersburg,
Florida, since May 1993;
Director of F.F.O. Financial
Group, Inc., ("FFO")
Kissimmee, Florida, since
September 1993; President
of Royal Palm Center, II,
Inc., Port Charlotte, Florida
since September 1991.
Marla Hough, 39 President of Hough Engineering, 3,000 (less than 1%)
Elected to Board: 1997 Inc., an engineering consulting
firm, Bradenton, Florida, from
March 1997; Vice President of
Bishop & Associates, Bradenton,
Florida, an engineering,
planning and surveying firm,
from 1992 - February, 1997,
Project Manager at Zoller,
Najjar and Shroyer, Inc., an
engineering, planning,
surveying and landscape
architecture firm, Bradenton,
Florida from 1984-1992.
Alfred T. May, 58 Director and Chairman of the 37,600 (less than 1%)
Elected to Board: 1993 Board of FFO and its
subsidiary, First Federal
Savings & Loan of Osceola
County, Kissimmee, Florida,
since September 1993;
President of Mid-State Federal
Savings Bank, Ocala, Florida,
from 1989 to 1992.
William J. Morrison, 64 Senior Partner of Morrison & 105,950 (2.0%)
Elected to Board: 1980 Company, P.A., Tampa, Florida,
a certified public accounting
firm, since 1995; General
Partner of Best-Morrison
Properties, Tampa, Florida, a
real estate investment firm
since 1975; Managing Partner
of Morrison Investments, Ltd.
Tampa, Florida, a real estate
and securities investment
firm, since 1991.
</TABLE>
6
<PAGE> 8
<TABLE>
<CAPTION>
NAME, AGE, AND YEAR PRINCIPAL OCCUPATION SHARES OF THE BANK COMMON
FIRST ELECTED A DIRECTOR DURING PAST FIVE YEARS STOCK BENEFICIALLY OWNED
------------------------ ---------------------- --------------------------
<S> <C> <C>
John W. Sapanski, 66
Elected to Board: 1993 President of the Company since 498,292 (9.3%)
November, 1995; Chairman,
President and Chief Executive
Officer of the Bank since May,
1993; President of WRH
Mortgage from 1992 to May,
1993; President and Chief
Executive Officer of Florida
Federal Savings Bank, St.
Petersburg, Florida from 1988
to 1990.
</TABLE>
DIRECTOR COMPENSATION
All of the directors of the Company are currently directors of the
Bank. The Bank pays each director, other than directors who are also executive
officers or employees, a directors' fee of $500 per month for attendance at
Board meetings ($250 when attendance is by telephone) and $300 for each
committee meeting attended ($200 when held on same day of a Board meeting).
Directors who are also executive officers or employees of the Bank receive no
Board or committee fees. The directors of the Company receive no compensation
other than their Bank directors' fees.
INFORMATION ABOUT THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Company was chartered under the laws of the State of Florida on
November 3, 1995 in order to facilitate the holding company reorganization of
the Bank, which was consummated on March 21, 1996. The Board of Directors of
the Company held fourteen meetings during 1996.
The Board of Directors of the Bank, all of the members of which
constitute the Board of Directors of the Company, held fourteen meetings in
1996. All of the directors attended at least 75% of the aggregate total
number of meetings of the Board of Directors of the Bank and the Company and
the committees of the Board on which they served.
The Bank's Board of Directors presently has three standing committees:
the Audit, Loan and Compensation Committees. Information regarding the
functions of those committees, their membership, and the number of meetings
held during 1996 follows:
(i) The Audit Committee annually recommends to the Board of
Directors the firm to be engaged as independent public accountants of the
Company and the Bank for the next year, reviews the plan for the audit
engagement, examines the audit of the Company and the Bank as prepared by the
independent public accountants, generally reviews financial reporting
procedures, determines whether the Company and the Bank are in sound and
solvent condition, and
7
<PAGE> 9
periodically reports to the Board on the financial condition of the Company and
the Bank. During 1996, the Audit Committee held four meetings. The members of
the Audit Committee are Mr. May (Chairman), Mr. Morrison and Ms. Hough.
(ii) The Loan Committee meets periodically to review and approve
loans and other extensions of credit, the amounts of which exceed specified
limits as set forth in the Bank's Credit Administration Policy. During 1996,
the Loan Committee held thirty-two meetings. The members of the Loan Committee
are Messrs. Morrison (Chairman), May, Hemmer, and Sapanski and Ms. Hough.
(iii) The Compensation Committee reviews and approves proposed
direct compensation of officers, approves major incentive plans and benefit
plans for the Bank, grants stock options and other awards under plans, reviews
certain promotions, and reviews the Bank's compensation and benefits policy
generally. During 1996, the Compensation Committee held four meetings. The
members of the Compensation Committee are Messrs. Hough (Chairman), May, and
Morrison.
SENIOR EXECUTIVE OFFICERS OF THE COMPANY AND THE BANK
The following list sets forth the name and age of each senior
executive officer of the Bank and all positions held by each such officer in
the Bank (and the period each such position has been held), a brief account of
each such officer's business experience, and certain other information. The
two executive officers of the Company are John W. Sapanski, who serves as
President of the Company and the Bank, and William R. Falzone, who is the
Company's Treasurer and Vice President. Information regarding both of these
individuals is provided in the list of executive officers of the Bank below.
John W. Sapanski (66)--Chairman of the Board, President and Chief Executive
Officer of both the Company and the Bank. Mr. Sapanski has been Chairman of
the Board and Chief Executive Officer of the Bank since June 1993 and of the
Company since November 1995. He has 45 years of banking experience, including
service with the Dime Savings Bank in New York, New York, from 1949 to 1987,
where he acted as President and Chief Operating Officer from 1981 to 1987 and
service with Florida Federal Savings Bank in St. Petersburg, Florida ("Florida
Federal"), from 1988 to 1991, where he acted as President and Chief Executive
Officer of Florida Federal from 1988 to 1991. Mr. Sapanski was President and
Chief Executive Officer of Florida Federal at the time the OTS placed Florida
Federal in conservatorship. Mr. Sapanski was retained by the Resolution Trust
Corporation (the "RTC"), the conservator for Florida Federal to assist in
managing the institution in conservatorship until it was sold by the RTC to
First Union Corporation in August 1991.
Fred Hemmer (42)--Director of the Bank, Senior Executive Vice President of
the Bank in charge of Corporate Banking and Special Assets. Mr. Hemmer has
served as Executive Vice President since joining the Bank in 1991. He
previously served as Executive Vice President of Rutenberg Corporation, a real
estate development company based in Clearwater, Florida, from 1980
8
<PAGE> 10
to 1991. Mr. Hemmer is a certified public accountant and served with Arthur
Andersen & Co. from 1976 to 1980. Mr. Hemmer is also a licensed real estate
broker and certified general contractor.
William R. Falzone (49)--Treasurer of the Company, Executive Vice President
and Chief Financial Officer of the Bank. Mr. Falzone joined the Bank in
February 1994. He was employed at Florida Federal Savings Bank from 1983
through 1991, where he served as Senior Vice President and Controller and as
Director of Financial Services. Most recently, he was a Senior Consultant for
Stogniew and Associates, St. Petersburg, Florida, a nationwide consulting firm.
He has over 20 years of banking experience and is also a certified public
accountant.
John W. Fischer, Jr. (48)--Executive Vice President of the Bank in charge
of Consumer Banking. Mr. Fischer, who joined the Bank in December, 1993, has
over 20 years of banking experience in retail branch management and consumer
and residential lending. Mr. Fischer formerly served as Regional Marketing
Director for Western Reserve Life in Clearwater, Florida, Regional Vice
President of Great Western Bank in Miami, Florida, and Executive Vice
President/Consumer Financial Services for Florida Federal Savings Bank in St.
Petersburg. Mr. Fischer holds a life, health, annuity and Series 7 securities
license.
Richard Gleitsman (43)--Executive Vice President and Chief Administrative
Officer of the Bank. Mr. Gleitsman joined the Bank in December, 1993, having
previously served as Executive Vice President and Regional Manager of CrossLand
Savings Bank since 1986. He has over 25 years of banking experience in retail
branch management, loan servicing, human resources, data processing, and
executive administration.
Kathleen A. Reinagel (45)--Executive Vice President of the Bank in charge
of Credit and Loan Administration. Ms. Reinagel, who has served in her
present position with the Company since August 1993, has over 20 years of
experience in the lending field with concentration in credit and underwriting,
loan documentation, due diligence and loan review. Ms. Reinagel formerly
served as Vice President of WRH Mortgage, St. Petersburg, Florida and Vice
President, Department Manager of Commercial Real Estate of Florida Federal.
Steven McWhorter (35)--Division Director in charge of the Mortgage Banking
Division. Mr. McWhorter joined the Bank in April, 1996, having previously
served as Regional Manager of FT Mortgage Company since 1992. He has over 14
years of experience in the mortgage banking industry.
EXECUTIVE COMPENSATION
Under rules established by the SEC, the Company is required to provide
certain data and information in regard to the compensation and benefits
provided to the chief executive officers and other executive officers of the
Company and its subsidiary, the Bank, including the four other most highly
compensated executive officers whose annual salaries and bonuses exceeded
$100,000 during 1996 and up to two additional officers whose annual salaries
and bonuses exceeded $100,000.00 during 1996 but who were not executive
officers (collectively, these officers and the chief executive officer are
referred to as the "named executive officers"). The named executive officers
of the
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<PAGE> 11
Company do not receive compensation other than that paid by the Bank;
accordingly, the only executive compensation information provided concerns the
named executive officers of the Bank. The disclosure requirements for the
named executive officers include the use of tables and other textual
descriptions that together show the total cash and other compensation received
by the named executive officers for the periods indicated. During 1996 there
were ten executive officers whose annual salary and bonuses exceeded
$100,000.00.
[Balance of page intentionally left blank]
10
<PAGE> 12
SUMMARY COMPENSATION TABLE
The table below sets forth certain elements of compensation for the named
executive officers for 1994 through 1996.
<TABLE>
<CAPTION> Long Term Compensation
Annual Compensation Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Name Securities
and Restricted Underlying All Other
Principal Positions Stock Options/ LTIP Compen-
(with the Bank, unless Year Salary Bonus Other Awards(s) SARs (#) Payouts sation
otherwise indicated) ($) ($) ($) ($)
<S> <C> <C> <C> <C> <C> <C> <C>
John W. Sapanski 1996 $210,205 $ 66,000(1) $0 $0 6,000 $0 $ 2,391(2)
Chairman, President 1995 $200,500 $ 30,000(1) $0 $0 6,000 $0 $ 2,310(2)
and Chief 1994 $152,400 $ 49,348 $0 $0 6,000 $0 $ 1,882(2)
Executive Officer
Fred Hemmer 1996 $130,300 $ 32,500(1) $0 $0 4,900 $0 $ 2,399(2)
Chief Lending 1995 $125,025 $ 24,810(1) $0 $0 4,900 $0 $ 1,719(2)
Officer and Senior 1994 $115,777 $ 28,184 $0 $0 4,900 $0 $ 1,880(2)
Executive
Vice President in
Charge of Corporate
Banking and Special
Assets
Steve McWhorter (3) 1996 $ 69,231 $ 83,666(1) $0 $0 62,000 $0 $ 1,570(2)
Division Director in 1995 $ - $ - - - - - -
Charge of Mortgage 1994 $ - $ - - - - - -
Banking Division
Richard Gleitsman 1996 $ 91,221 $ 18,795(1) $0 $0 1,800 $0 $ 1,637(2)
Chief Administrative 1995 $ 86,000 $ 14,579(1) - - 1,800 $0 $ 1,249(2)
Officer and 1994 $ 86,718 $ 7,800 - - 1,800 $0 $ 1,418(2)
Executive
Vice President
John Fischer 1996 $ 89,505 $ 18,795(1) $0 $0 1,800 $0 $ 1,611(2)
Executive Vice 1995 $ 86,000 $ 14,579(1) $0 $0 1,800 $0 $ 1,240(2)
President in Charge 1994 $ 83,172 $ 7,800 $0 $0 1,800 $0 $0
of Consumer Banking
Division
Charles Farrell (3) 1996 $ 53,846 $149,719(1) $0 $0 55,000 $0 $0
Region Manager of 1995 $ - $ - - - - - -
Boston Mortgage 1994 $ - $ - - - - - -
Banking Operations
</TABLE>
(1) Bonuses for 1996 and 1995 were paid in January 1997 and 1996, respectively.
(2) Represents 25% matching contributions by the Company pursuant to the
Republic Bank Employee Savings Plan and Trust.
(3) This officer has a written contract with the Bank which provides for the
payment of salaries, bonuses and stock
options upon meeting certain prescribed profit levels in addition to
provisions for the operation of loan production. The contract is
terminable at will.
11
<PAGE> 13
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
The following table contains information about option awards made to the
named executive officers during 1996 under the Company's 1995 Stock Option
Plan.
<TABLE>
<CAPTION>
Potential realizable value at
Individual Grants assumed annual rates of stock
price appreciation for option
term
(a) (b) (c) (d) (e) (f) (g)
Number of % of Total
Securities Options/
Underlying SARs Granted
Options/SARs to Employees Exercise or
Granted (#) in Fiscal Year Base Price Expiration
Name (1) ($/Share) Date 5% ($)(3) 10% ($)(3)
<S> <C> <C> <C> <C> <C> <C>
John W. 6,000 2.2% $13.63 04/23/06 $ 51,412 $ 130,288
Sapanski
Fred Hemmer 4,900 1.8% $13.63 04/23/06 $ 41,987 $ 106,402
Steve 62,000(2) 22.9% $13.63 04/23/06 $ 531,259 $ 1,346,314
McWhorter
Richard 1,800 0.7% $13.63 04/23/06 $ 15,424 $ 39,087
Gleitsman
John 1,800 0.7% $13.63 04/23/06 $ 15,424 $ 39,087
Fischer
Charles 55,000(2) 20.3% $13.63 04/23/06 $ 471,278 $ 1,194,311
Farrell
</TABLE>
___________________________________________________________
(1) Twenty percent of the shares of Common Stock covered by options granted in
1996 were exercisable immediately, with an additional twenty percent
becoming exercisable each year for the next four years on the anniversary
date of the grant and full vesting occurring on the fourth anniversary date.
(2) Vest at the rate of 20% at the end of each 12 month period over five years,
contingent upon the mortgage banking division meeting specified net income
performance goals as set by the Board of Directors.
(3) The potential realizable value of grant of options, assuming that the
market price of Common Stock appreciates in value from the date of grant
to the end of the option term at either a 5% (column (f)) or 10% (column
(g)) annualized rate. The ultimate values of the options will depend on
the future market price of the Common Stock, which cannot be forecast with
reasonable accuracy. The actual value, if any, an optionee will realize
upon exercise of an option will depend on the excess of the market value
of the Common Stock over the exercise price on the date the option is
exercised.
12
<PAGE> 14
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
The following table shows stock option exercises by the named executive
officers during 1996 of options granted under the Company's 1995 Stock Option
Plan, including the aggregate value of gains on the date of exercise. No
grants to the named executive officers were made in 1996 under the Bank
Non-Qualified Stock Option Plan. In addition, this table includes the number
of shares covered by both exercisable and non-exercisable options as of
December 31, 1996. Also reported are the values for "in-the-money" options,
which represent the positive spread between the exercise price of any such
existing options and the year-end price of the Common Stock.
<TABLE>
<CAPTION>
Value of
Number of Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
FY-End(#) FY-End($)
Shares Acquired Value Realized Exercisable/ Exercisable/
Name on Exercise (1) Unexercisable Unexercisable
<S> <C> <C> <C> <C>
John W. Sapanski 0 $0 26,000 $210,100
10,800 $ 22,350
Fred Hemmer 0 $0 10,880 $ 52,898
8,820 $ 18,253
Steve McWhorter 0 $0 0 $ 0
62,000 $ 93,000
Richard Gleitsman 0 $0 1,440 $ 3,015
3,240 $ 6,705
John Fischer 0 $0 2,160 $ 6,345
3,240 $ 6,705
Charles Farrell 0 $0 0 $ 0
55,000 $ 82,500
</TABLE>
____________________________________________________________________
(1) Market value of underlying Common Stock at exercise date, minus the
exercise price.
REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee of the Board of Directors of the Bank is
composed entirely of outside directors who are not, and have never been,
officers or employees of the Bank. The Board of Directors designates the
members and Chairman of such committee.
13
<PAGE> 15
COMPENSATION POLICY. The policies that govern the committee's executive
compensation decisions are designed to align changes in total compensation with
changes in the value created for our stockholders. The committee believes that
compensation of executive officers and others should be directly linked to the
Bank's operating performance and that achievement of performance objectives
over time is the primary determinant of share price. Annually, the Board of
Directors approves an operating plan for the coming year which sets forth
specific financial objectives for the Bank. Throughout the year, management
reports to the Board on its progress toward meeting those objectives and the
Committee evaluates management's success in achieving the Bank's overall goals
when making its compensation decisions. In 1994, the Board of Directors
approved the establishment of a Corporate Incentive Program, under which an
executive officer's salaries and incentive compensation are determined based on
the extent to which both corporate goals and individually measurable objectives
for each employee are met. This program reflects a pay-for-performance
relationship where a portion of total compensation is at risk.
The underlying objectives of the Committee's compensation strategy are to
establish incentives for certain executives and others to achieve and maintain
the optimum short-term and long-term operating performance for the Bank, to
link executive and stockholder interests through equity-based (i.e., stock
option) plans, and to provide a compensation package that recognizes individual
contributions as well as overall business results.
SALARIES. The Compensation Committee reviews the Bank's operating results
for the fiscal year, the operating plan for the coming year, and unusual
individual accomplishments during the year and also considers economic
conditions and other external events that affect the operations of the Bank.
Based on this examination, salary guidelines are promulgated for the coming
year within the salary structure of the Bank. Specifically excluded from
consideration in formulating the guidelines were costs associated with
additional branches or new business units formed during 1996. In 1996, the
salary guideline provided for an overall 4% increase over the prior year for
all employees.
The base salary of senior officers is initially determined by evaluating
the responsibilities of the position against the competitive market place. The
salary structure for executive officers is included in the general salary
structure for the Bank. Salary ranges for executive officers are determined
with reference to a third-party survey of Florida financial institutions with
similar asset size. Salary ranges for other employees are determined by
evaluating the employee's level of supervisory authority and technical
expertise, among other things, and comparing the employee's function to a
survey of similar functions at other financial institutions. The Committee
believes that the Bank's salary range for its employees is below that of most
comparable sized financial institutions listed on the survey.
DEDUCTION LIMIT. At this time, because of its compensation levels, the
Company does not appear to be at risk of losing deductions under the recently
enacted Section 162(m) of the Internal Revenue Code, which generally
establishes, with certain exceptions, a $1 million deduction limit on executive
compensation for all publicly held companies. As a result, the Company has not
established a formal policy regarding such limit, but will evaluate the
necessity for developing such a policy in the future.
STOCK OPTIONS. Executive officers and other persons designated by the
Compensation Committee also are eligible to participate in the Bank's Stock
Option Plan. The Stock Option Plan is intended to assist
14
<PAGE> 16
the Bank in securing and retaining such employees by allowing them to
participate in the ownership and growth of the Bank through the granting of
stock options and SARs. The granting of options and SARs gives such employees
an additional inducement to work for the Bank's success. The Compensation
Committee determines the number of option grants made to various employees by
evaluating their relative degree of influence over the operations of the Bank
and the Bank's results of operations. There is no specific formula that the
Committee uses in determining the officers who will be granted options or the
timing and amounts of the options that are granted.
SUMMARY OF CEO COMPENSATION. The Compensation Committee reviews and
evaluates the performance of the Chief Executive Officer and submits
adjustments for approval by the whole committee and for approval by the Board
of Directors with any Bank officers serving as directors absent from such
deliberations. In determining the compensation paid to the CEO for 1996, the
Compensation Committee appraised the overall business strategy and management
initiatives to maximize returns to stockholders. In addition, the committee
considered a peer group analysis of comparable-sized financial institutions
located in comparable markets from across the nation as well as a survey of
local financial institutions. The committee noted that the Chief Executive
Officer's compensation continues to be within the lower percentile of
institutions surveyed. The committee considered the Bank's overall financial
performance, particularly in the context of the competitive and economic
conditions within which the Bank operated, in determining the salary increase.
Based upon the Bank's performance and the results of the peer group comparison,
the committee recommended that the base salary of the Chief Executive Officer
be increased, bringing Mr. Sapanski's total salary for 1996 to $210,205 from
$200,500.00 in 1995. This salary increase over Mr. Sapanski's salary for 1995
was generally consistent with salary increases for CEOs of similarly sized
financial institutions. Also, based on a comparison of 1996's operating
results to the operating plan, the Board approved an incentive award of $66,000
for the CEO.
SUMMARY
In summary, the Bank's overall executive compensation program is designed
to reward managers for good individual, Bank and share value performance. The
Compensation Committee intends to monitor the various guidelines that make up
the program and reserves the right to adjust them as necessary to continue to
meet Bank and stockholder objectives.
/s/ WILLIAM R. HOUGH /s/WILLIAM J. MORRISON /s/ALFRED T. MAY
[Balance of page intentionally left blank]
15
<PAGE> 17
PERFORMANCE GRAPH
The following graph compares the monthly, cumulative total return on the
Common Stock from 1993 through 1996, with that of the Nasdaq stock index, an
average of all over-the-counter stocks, and the Carson Medlin Company's
Independent Bank Index, an average of 18 community banks in the southeastern
states of the United States based upon stock price and the amount of dividends
received over the indicated period, assuming the reinvestment of dividends.
The data was provided by the Carson Medlin Company.
<TABLE>
<CAPTION>
1993 1994 1995 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
REPUBLIC BANKSHARES, INC. 100 119 154 164
INDEPENDENT BANK INDEX 100 121 164 192
NASDAQ INDEX 100 98 138 170
</TABLE>
16
<PAGE> 18
CERTAIN TRANSACTIONS
Certain directors and executive officers of the Company and the Bank,
members of their immediate families, and entities with which such persons are
associated are customers of the Bank. As such, they had transactions in the
ordinary course of business with the Bank during 1996 and will have additional
transactions with the Bank in the future. All loans and commitments to lend
included in those transactions were made in the ordinary course of business,
upon substantially the same terms, including interest rates and collateral, as
those prevailing at the time for comparable transactions with other persons
and, in the opinion of management, have not involved more than the normal risk
of collectibility or presented other unfavorable features.
For additional information about the Company and the Bank's transactions
with companies that are affiliates of William R. Hough, a director of the
Company who is a member of the Bank's Compensation Committee, see "Compensation
Committee Interlocks and Insider Participation" below.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
William R. Hough, a director and one of two controlling stockholders, is
President and the controlling shareholder of William R. Hough & Co., an
NASD-member investment banking firm. In December 1996, the Company offered
$6,000,000 of convertible subordinated debentures through a private placement
on a "best efforts" basis exclusively through William R. Hough & Co. as "Sales
Agent" for the Company. The sales agent agreement provided for the payment to
William R. Hough & Co. of a fee of 1.50% for each $1,000 principal amount of
debentures sold to directors of the Company or their spouses and 3% for each
$1,000 of debentures sold to all others. The total amount of fees paid to
William R. Hough & Co. for the sale of the debentures was $162,000. In
addition, the Company agreed to indemnify the sales agent against and
contribute toward certain liabilities, including liabilities under the
Securities Act, and to reimburse William R. Hough & Co. for certain expenses
and legal fees related to the sale of the debentures of approximately $51,000.
In July, 1996, William R. Hough & Co. Began offering sales of insurance and
mutual fund products and investment advisory services on the premises of the
Bank. The Bank was paid a monthly fee of $300 for each banking office
participating in the program plus a fee of 15% of the gross commissions earned
from sales of non-insurance products. On January 1, 1997, this agreement was
terminated and replaced with a new agreement where the Bank will be paid 50% of
the net profits earned from sales of investment products on the Bank's
premises.
17
<PAGE> 19
PROPOSAL TWO
RATIFICATION OF APPOINTMENT OF ACCOUNTANTS
The Board of Directors, has appointed Arthur Andersen, LLP, independent
certified public accountants, as independent accountants for the Company and
the Bank for the fiscal year ending December 31, 1997, subject to ratification
by the stockholders. Arthur Andersen, LLP, has served as independent
accountants for the Bank since 1980 and for the Company since 1996. Arthur
Andersen, LLP, has advised the Company that neither the firm nor any of its
partners has any direct or material interest in the Company except as auditors
and independent certified public accountants of the Company.
A representative of Arthur Andersen, LLP, is expected to attend the 1997
Annual Meeting and will be given the opportunity to make a statement on behalf
of the firm if he desires to do so. A representative of Arthur Andersen, LLP,
also is expected to be available to respond to appropriate questions from
stockholders.
The affirmative vote of the holders of a majority of the shares of stock
represented at the 1997 Annual Meeting, at which a quorum is present, is
required to ratify the appointment of Arthur Andersen, LLP, as independent
public accountants.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR RATIFICATION OF
THE APPOINTMENT OF ARTHUR ANDERSEN, LLP, AS INDEPENDENT PUBLIC ACCOUNTANTS FOR
THE COMPANY AND THE BANK FOR THE FISCAL YEAR ENDING DECEMBER 31, 1997.
[Balance of page intentionally left blank]
18
<PAGE> 20
PRINCIPAL STOCKHOLDERS
The following table lists, as of December 31, 1996 each holder of record of
the Common or Preferred Stock who had filed a copy of a report indicating that
he/she is or may be deemed to be a beneficial owner of more than 5% of the
outstanding shares of Common Stock.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
NAME AND ADDRESS BENEFICIAL PERCENT
OF BENEFICIAL OWNER OWNERSHIP (1) OF CLASS
------------------- ------------- --------
<S> <C> <C>
William R. Hough 2,318,106(2)(3)(4) 43.2%
William R. Hough & Co.
100 Second Avenue South
Suite 800
St. Petersburg, Florida 33701
John W. Sapanski 498,292(4) 9.3%
Republic Bank
111 Second Avenue N.E.
St. Petersburg, Florida 33701
Donald Burton 253,370(5) 4.7%
The Burton Partnership, Limited
P.O. Box 4643
Jackson, Wyoming 83001
</TABLE>
_________________________________________________________
(1) Information relating to beneficial ownership of the Common Stock by the
individuals listed above is based upon information furnished by each
person using "beneficial ownership" concepts set forth in rules of the
Securities and Exchange Commission under Section 13 of the Securities
Exchange Act. Under such rules, a person is deemed to be a "beneficial
owner" of a security if that person has or shares "voting power", which
includes the power to vote or to direct the voting of such security, or
"investment power", which includes the power to dispose or to direct the
disposition of such security. The person is also deemed to be a
beneficial owner of any security of which that person has a right to
acquire beneficial ownership within 60 days. Under such rules, more than
one person may be deemed to be a beneficial owner of the same securities,
and a person may be deemed to be a beneficial owner of securities as to
which he or she may disclaim any beneficial interest. Also considered was
an aggregate of 336,000 shares that could have been acquired upon
conversion of the Company's Subordinated Debt issue. Unless otherwise
indicated, each person possessed sole voting and investment power with
respect to the shares of the Common Stock listed.
(2) Includes 600,000 shares that could have been acquired upon conversion of
the Preferred Stock, 11,200 shares that could have been acquired upon the
conversion of the Company's Subordinated Debt issue and 1,250 shares that
may be acquired by exercise of options exercisable within 60 days.
19
<PAGE> 21
(3) This beneficial ownership does not include shares of the Common Stock,
150,000 shares of which could have been acquired within 60 days upon
conversion of the Preferred Stock, owned by the adult children of Mr.
Hough, whose holdings are not deemed to be beneficially owned by Mr. Hough
under the applicable SEC regulatory definition.
(4) Includes an aggregate of 26,000 shares that may be acquired upon
exercising of options exercisable within 60 days and 28,000 shares that
could have been acquired upon the conversion of the Company's Subordinated
Debt issue.
(5) At the time Mr. Burton increased his ownership of Common Stock, such
ownership exceeded 5% of the class. However, upon issuance of the
Company's Subordinated Debt and after taking into consideration the Common
Stock that would be issued if converted, the percentage falls below the 5%
reporting threshold.
{Balance of page intentionally left blank}
20
<PAGE> 22
SECURITY OWNERSHIP OF MANAGEMENT
The following table lists, as of December 31, 1997, the amount and
percentage of Common Stock held by each individual director of the Company
(including shares of Common Stock that could be acquired upon conversion of
Preferred Stock and Subordinated Debt) as well as the amount and percentage
held by the named executive officers of the Bank, and the directors and
executive officers of the Bank as a group.
<TABLE>
<CAPTION>
NAME OF AMOUNT AND NATURE OF PERCENT
BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) OF CLASS
---------------- ----------------------- --------
<S> <C> <C>
Fred Hemmer 16,305 (2) (3)
Charles Farrell 0 n/a
John Fischer 6,320 (3)
Richard Gleitsman 2,440 (3)
William R. Hough 2,318,106 (4) 43.2%
Marla Hough 3,000 (6) (3)
Alfred T. May 37,600 (5) (3)
Steve McWhorter 0 n/a
William J. Morrison 105,950 (7) 2.0%
John W. Sapanski 498,292 (8) 9.3%
for director, and principal 2,992,973 (9) 55.8%
officers as a group (11 persons)
</TABLE>
________________________________________
(1) Information relating to beneficial ownership of Common Stock by
management is based upon information furnished by each person using
"beneficial ownership" concepts set forth in rules of the Securities and
Exchange Commission under Section 13 of the Securities Exchange Act.
Under such rules, a person is deemed to be a "beneficial owner" of a
security if that person has or shares "voting power", which includes the
power to vote or to direct the voting of such security, or "investment
power", which includes the power to dispose or to direct the disposition
of such security. The person is also deemed to be a beneficial owner of
any security of which that person has a right to acquire beneficial
ownership within 60 days. Under such rules, more than one person may be
deemed to be a beneficial owner of the same securities, and a person may
be deemed to be a beneficial owner of securities as to which he or she
may disclaim any beneficial interest. Unless otherwise indicated, each
person possessed sole voting and investment power with respect to the
shares of Common Stock listed.
(2) Includes 10,800 shares that may be acquired by exercise of options
exercisable within 60 days and 1,600 shares held in Mr. Hemmer's
individual retirement account.
(3) The Common Stock beneficially owned constitutes less than 1.0% of the
shares outstanding as of December 31, 1997.
(4) Includes 600,000 shares that could have been acquired upon conversion of
the Company Preferred Stock and 11,200 shares that could have been
acquired upon the conversion of the Company's Subordinated Debt issue.
(5) Includes 5,000 shares that may be acquired by exercise of options
exercisable within 60 days and 5,600 shares that could have been
acquired upon the conversion of the Company's Subordinated Debt issue.
(6) Includes 2,500 shares that may be acquired by exercise of options
exercisable within 60 days.
21
<PAGE> 23
(7) Includes 67,500 shares held in a trust for which trust Mr. Morrison
serves as trustee, 11,000 shares held by a partnership for which Mr.
Morrison serves as a general partner, 3,750 shares that may be acquired
by exercise of options exercisable within 60 days and 22,400 shares that
could have been acquired upon the conversion of the Company's
Subordinated Debt issue.
(8) Includes 26,000 shares that may be acquired by exercise of options
exercisable within 60 days and 28,000 shares that may be acquired upon
the conversion of the Company's Subordinated Debt issue.
(9) Includes an aggregate of 56,940 shares that may be acquired by exercise
of options exercisable within 60 days.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act generally requires the
Company's officers and directors, and persons who own more than ten percent of
a registered class of the Company's equity securities, to file reports of
beneficial ownership and changes in beneficial ownership with the SEC. Based
solely upon its review of the copies of such Form 3s, 4s and 5s and other
reports received by it, or upon written representations obtained from certain
reporting persons, the Company believes that during 1997 all Section 16(a)
filing requirements applicable to its officers, directors, and
greater-than-ten-percent stockholders were complied with.
STOCKHOLDERS' PROPOSALS FOR 1998 ANNUAL MEETING
Proposals from Company stockholders intended to be presented at the 1998
Annual Meeting of Stockholders must be received by the Company at its principal
executive offices on or before December 31, 1997, in order to be included in
the Company's Proxy Statement and form of Proxy relating to the 1998 Annual
Meeting of Stockholders.
OTHER INFORMATION
PROXY SOLICITATION
The cost of soliciting Proxies for the 1997 Annual Meeting will be paid
by the Company. In addition to the solicitation of stockholders of record by
mail, telephone, or personal contact, the Company will be contacting brokers,
dealers, banks, or voting trustees or their nominees, who can be identified as
record holders of the Company stock. Such holders, after inquiry by the
Company, will provide information concerning quantities of proxy materials and
Annual Reports needed to supply such materials to the beneficial owners, and
the Company will reimburse them for the expense of mailing proxy materials and
1996 Annual Reports to such persons.
MISCELLANEOUS
The management of the Company knows of no other matters that are to be
brought before the 1997 Annual Meeting. If any other matters come properly
before the 1997 Annual Meeting, the persons designated as Proxies will vote on
such matters in accordance with their best judgment.
22
<PAGE> 24
APPENDIX
REVOCABLE PROXY
REPUBLIC BANCSHARES, INC.
___________________________________________
PROXY SOLICITED BY AND ON BEHALF OF THE
BOARD OF DIRECTORS FOR THE ANNUAL MEETING
OF STOCKHOLDERS TO BE HELD ON APRIL 23, 1997
The Undersigned hereby appoints William R. Hough and William J. Morrison, or
either of them, with individual power of substitution, proxies to vote all
shares of the Common or Series A Preferred Stock of Republic Bancshares, Inc. (
the "Company") which the undersigned is entitled to vote at the Annual Meeting
of Stockholders to be held at The Heritage Hotel, 234 Third Avenue North, St.
Petersburg, Florida, on April 22, 1997, at 9:00 a.m., local time, or any
adjournment thereof.
SAID PROXIES WILL VOTE ON THE PROPOSALS SET FORTH IN THE NOTICE OF ANNUAL
MEETING AND PROXY STATEMENT AS SPECIFIED ON THIS CARD AND ARE AUTHORIZED TO
VOTE IN THEIR DISCRETION AS TO ANY OTHER BUSINESS WHICH MAY COME PROPERLY
BEFORE THE MEETING. IF A VOTE IS NOT SPECIFIED, SAID PROXIES WILL VOTE FOR
PROPOSALS I and II.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
<PAGE> 25
THE BOARD OF DIRECTORS RECOMMENDS A VOTE 'FOR' PROPOSALS I AND II
I. Election of Directors: Authority for the election of six directors to
serve until the 1998 Annual Meeting of Stockholders: Fred Hemmer; Marla
Hough; William R. Hough; Alfred T. May; William J. Morrison; and John W.
Sapanski.
FOR AGAINST ABSTAIN
INSTRUCTION: To withhold authority to vote for any individual
nominee(s), list name(s) below:
______________________________________________________________________________
WITHHELD
II. Ratifying the appointment of Arthur Andersen, LLP, as independent
accountants for the Company and Bank for the fiscal year ending December
31, 1997.
FOR AGAINST ABSTAIN
Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee, or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
DATED: ____________________
_______________________________________
Signature
_______________________________________
Signature if held jointly
(PLEASE MARK, SIGN ABOVE, DATE, AND RETURN THIS PROXY PROMPTLY IN THE
ENVELOPE FURNISHED)
